Effect of Changes in Capitalization. The Option shall be subject to adjustment in accordance with Section 10(c) of the Plan. In addition, notwithstanding anything in the Plan or this Agreement to the contrary, in connection with any Change in Control, the Committee shall have authority to (i) make provision for a cash payment to the Participant in consideration for the cancellation of all or a portion of the Option, in an amount equal to the excess, if any, of (x) the Fair Market Value of a Share (as of a date specified by the Committee), multiplied by the number of Option Shares subject to the portion of the Option being cancelled, over (y) the aggregate Exercise Price for the Option Shares subject to the portion of the Option being cancelled, or (ii) if the Exercise Price is equal to, or in excess of, the Fair Market Value of a Share (as of a date specified by the Committee), cancel and terminate the Option without any payment or consideration therefor.
Appears in 2 contracts
Sources: Nonqualified Stock Option Award Agreement (Altra Industrial Motion Corp.), Nonqualified Stock Option Award Agreement (Altra Industrial Motion Corp.)